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5.5 Successors and Assiqns 543 :, ,.? '
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<br />5.5.1 The parties bind themselves, their successors, and legal re spes
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<br /> representatives to the other party and to successors and
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<br /> legal representatives or such other party, in respect to a
<br /> covenants and obligations of this Agreement. C? .
<br />5.5.2 CLIENT shall not assign, sublet, or transfer any interest in
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<br />agreement without written consent o
<br /> CONSULTANT may employ such independent consultants, •
<br /> associates, and subconVactors as it may deem appropriate.
<br />5.5.3 Nothing in the Agreement shall be construed to give any ,
<br /> rights or benefits to anyone other than parties hereto.
<br />5.6 Accountinq Records. Records of CONSULTANT'S personnel €ber6
<br /> time, reimbursable expenses, and accounts between the
<br /> parties shall be kept on generally-recognized accounting ?
<br /> basis. \ ,
<br />5.7 Severabilitv. If any provisions of this agreement shall be held . D\ .
<br /> to be invalid or unenforceable, the remaining provisions of
<br /> this Agreement shall remain valid and binding. . ,
<br />5.8 Waiver. The failure of either party to insist upon a strict
<br /> performance of any of the Agreement, terms, covenants and Agfee?e??
<br /> conditions hereof, the Agreement or any agreement
<br /> executed in connection therewith, shall not be deemed a 5.15 Insurance CONSULTANT represents and warrants that
<br /> waiver of any rights or remedies that either party may have CONSULTANT is and all agents, staff and consultants
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<br /> and shall not be deemed a waiver of any subsequent breach employed by CONSULTANT are protected by Workers
<br /> or default in any of such agreements, terms, covenants, or Compensation insurance and has the following coverage
<br /> conditions. under professional liability, general liability and property
<br /> damage insurance policies:
<br />5.9 Resaonsibilitv. It is understood that in performing
<br /> engineering services, CONSULTANT is not authorized to act Professional Liability $1,000,000 annual aggregate
<br /> as CLIENT'S agent in regard to contractual matters with
<br /> others who may be involved in the project. General Liability $2,000,000 annual aggregate
<br /> Comprehensive
<br />5.10 Standard of Care. CONSULTANT'S services shall be
<br />performed in accordance with generally accepted principles
<br />Automobile Liability $2,000,000 annual aggregate
<br /> and practices. In perfortning its professional services,
<br />CONSULTANT will use degree of care and skill ordinarily
<br />Certificates for all such policies of insurance shall be
<br /> exercised under similar arcumslances by members of its provided to CLIENT upon written request.
<br /> profession. EXCEPT FOR REPRESENTATIONS AND
<br />WARRANTIES SPECIFICALLY SET FORTH HEREIN,
<br />5.16
<br />Arbitration Any claim or controversy arising out of or relating
<br /> TANT HEREBY DISCLAIMS ALL OTHER
<br />CONSUI to this Agreement or any other document executed in
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<br />REPRESENTATIONS AND WARRANTIES OF ANY KIND connection therein, or breach thereof, with the consent of
<br /> (WHETHER EXPRESS OR IMPLIED) IN CONNECTION both parties, shall be settled by arbitration in accordance
<br /> WITH THE SERVICES TO BE PERFORMED with the rules then obtaining of the American Arbitra6on
<br /> HEREUNDER). Association, and judgment upon the award rendered by the
<br /> Arbitrator(s) may be entered in any Court having jurisdiction
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<br />5 Limits of Liabilitv. CLIENT agrees to limit CONSULTANTS thereof. Any such arbitration shall take place in Cleveland,
<br />. Iiability to CLIENT and to all consVuction contractors and Ohio, or such other place as CONSULTANT may reasonably
<br /> subcontractors on this project, due to CONSULTANTS designate.
<br /> professional negligent acts, errors oe omissions, shall be
<br />limited such that the total aggregate liability of
<br />5.17
<br />Conflictinq Tertns. In the event of a conflict behnreen the
<br /> CONSULTANT to all those named shall not exceed $50,000 terms of this Agreement and the tertns of any other
<br /> or ten percent (10%) of the final total of this Agreement, agreement entered into by the parties in connection with the
<br /> whichever is greater. project, whether written or oral, the terms of this Agreement
<br /> shall conVol.
<br />5.12 Delavs• Any delays in or failure of performance by either
<br />party under this Agreement, or any other agreement
<br />5.18
<br />Entire AQreement. The Proposal and the Tertns and
<br /> executed in connection therein, shall not constitute default CondiGons embody the entire agreement between
<br /> hereunder or give rise to any cfaims for damages against CONSULTANT and CLIENT in connection with the project.
<br /> said party if and to the extent caused by occurrences beyond No prior or contemporaneous oral or written negodations or
<br /> the control of the party affected, including but not limited to, understandings shall be of any force or effect with respect to
<br /> acts of governmental authority, acts of God, strikes, or other this Agreement.
<br /> inability to procure materials or
<br />concerted acts of workmen
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<br />explosions, riots, war, rebellion, and
<br />floods
<br />fires
<br />labor 5.19 Warrantv as to Authoritv. CLIENT hereby represents and
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<br />, this Agreement is within the
<br />warrants that the execution of
<br /> sabotage. CLIENT'S powers, has been duly authorized by appropriate
<br /> corporate action, and is not in contravention of CIIENT'S
<br /> artiGes of incorporaGon, by-laws, regutations, close
<br /> corporation agreement, or capital stock or any amendment
<br /> therefore, and is not in conVavenGon of any other agreement
<br /> to which CLIENT is a party or by which it is bound. This
<br /> warranry shall survive and continue after execuGon and
<br /> delivery of this Agreement
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